**Exhibit
10.5**
      AMENDED
AND RESTATED
 
 MAVERICK
TUBE CORPORATION
 
 2004
OMNIBUS INCENTIVE PLAN
 
 
 
   **AMENDED
AND RESTATED**
 
 **MAVERICK
TUBE CORPORATION**
 
 **2004
OMNIBUS INCENTIVE PLAN**
 
  **Section
1.**  **Purposes**
 
 The
Maverick Tube Corporation 2004 Omnibus Incentive Plan (the “Original Plan”),
which was adopted by the Board on February 11, 2004 and approved by the
stockholders of the Company at the 2004 Annual Meeting of Stockholders, was
amended and restated in its entirety by the Board on March 14, 2005. The
purposes of the Plan are to provide long-term incentives to those persons with
significant responsibility for the success and growth of the Company and its
subsidiaries, divisions and affiliated businesses, to associate the interest of
such persons with those of the Company’s stockholders, to assist the Company in
recruiting, retaining and motivating qualified employees on a competitive basis
and to ensure a pay for performance linkage for such employees.
 
 **Section
2.**  **Definitions**
 
 As used
in the Plan, the following terms shall have the meanings set forth
below:
 
 (a)  “Affiliate”
means (i) any entity that, directly or indirectly through one or more
intermediaries, is controlled by the Company and (ii) any entity in which the
Company has a significant equity interest, in each case as determined by the
Committee.
  (b)  “Award”
means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock
Unit, Other Stock-Based Award or Cash Bonus Award granted under the
Plan.
 
 (c)  “Award
Agreement” means any written agreement, contract or other instrument or document
evidencing any Award granted under the Plan. Each Award Agreement shall be
subject to the applicable terms and conditions of the Plan and any other terms
and conditions (not inconsistent with the Plan) determined by the
Committee.
 
 (d)  “Board”
means the Board of Directors of the Company.
 
 (e)  “Cash-Bonus
Award” means any right granted under Section 6(f) of the Plan.
 
 (f)  “Change
in Control” is defined in Section 9(e) of the Plan.
 
 (g)  “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and any
regulations promulgated thereunder.
  (h)  “Common
Stock” means the common stock, having a par value of $0.01 per share, of the
Company.
 
 
 
   (i)  “Committee”
means a committee of Directors designated by the Board to administer the Plan,
which shall initially be the Compensation Committee of the Board. The Committee
shall be comprised of not less than such number of Directors as shall be
required to permit Awards granted under the Plan to qualify under Rule 16b-3 and
Section 162(m) of the Code, and each member of the Committee shall be a
“Non-Employee Director.”
 
 (j)  “Company”
means Maverick Tube Corporation, a Delaware corporation, and any successor
corporation.
 
 (k)  “Director”
means a member of the Board, including any Non-Employee Director.
 
 (l)  “Eligible
Person” means any officer or other key employee providing services to the
Company, any Subsidiary or any other person the Committee determines to be an
Eligible Person.
 
 (m)  “Exchange
Act” means the Securities Exchange Act of 1934, as amended.
 
 (n)  “Fair
Market Value” means, on any given date (1) with respect to any property
(including, without limitation, any Shares or other securities), the fair market
value of such property determined by such methods or procedures as shall be
established from time to time by the Committee, and (2) with respect to Common
Stock, the average of the high and low market prices at which a Share of Common
Stock shall have been sold on such date (or the immediately preceding trading
day if such date was not a trading day) on the New York Stock Exchange Composite
Transactions Listing, as reported in the *Wall
Street Journal* or such
other source as the Committee deems reliable; provided that, with respect to
Incentive Stock Options, the Fair Market Value shall be determined in accordance
with Section 422 of the Code.
 
 (o)  “Incentive
Stock Option” means an Option granted under Section 6(a) of the Plan that is
intended to qualify as an “incentive stock option” in accordance with the terms
of Section 422 of the Code or any successor provision.
 
 (p)  “Non-Employee
Director” means any Director who is not also an employee of the Company or an
“Affiliate” within the meaning of Rule 16b-3 and an “outside director” within
the meaning of Section 162(m) of the Code.
 
 (q)  “Non-Qualified
Stock Option” means an option granted under Section 6(a) of the Plan that is not
an Incentive Stock Option.
 
 (r)  “Option”
means an Incentive Stock Option or a Non-Qualified Stock Option.
  (s)  “Other
Stock-Based Award” means any right granted under Section 6(e) of the
Plan.
   2
 
 (t)  “Participant”
means an Eligible Person designated to be granted an Award under the
Plan.
  (u)  “Performance
Award” means any right granted under Section 6(d) of the Plan.
 
 (v)  “Performance
Goal” means the goals established by the Committee, based upon one or more
performance measures, as the condition(s) precedent to earning a Performance
Award.
 
 (w)  “Performance
Measures” means the criteria set out in Section 6(d) of the Plan that may be
used by the Committee as the basis for a Performance Goal.
 
 (x)  “Performance
Period” means the period established by the Committee during which the
achievement of Performance Goals is assessed in order to determine whether and
to what extent a Performance Award has been earned.
 
 (y)  “Performance
Shares” means shares of Common Stock awarded to a Participant based on the
achievement of Performance Goals during a Performance Period.
 
 (z)  “Performance
Units” means an Award denominated in shares of Common Stock, cash or a
combination thereof, as determined by the Committee, awarded to a Participant
based on the achievement of Performance Goals during a Performance
Period.
 
 (aa)  “Person”
means any individual or entity, including a corporation, partnership, limited
liability company, association, joint venture or trust.
 
 (bb)  “Plan”
means the Amended and Restated Maverick Tube Corporation 2004 Omnibus Incentive
Plan, as amended from time to time, the provisions of which are set forth
herein.
 
 (cc)  “Restricted
Stock” means any Share granted under Section 6(c) of the Plan.
 
 (dd)  “Restricted
Stock Unit” means any unit granted under Section 6(c) of the Plan evidencing the
right to receive a Share (or a cash payment equal to the Fair Market Value of a
Share) at some future date.
 
 (ee)  “Rule
16b-3” means Rule 16b-3 promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended, or any successor rule or
regulation.
 
 (ff)  “Securities
Act” means the Securities Act of 1933, as amended.
 
 (gg)  “Share”
or “Shares” means a share or shares of Common Stock or such other securities or
property as may become subject to Awards subject to an adjustment made under
Section 4(c) of the Plan.
   3
 
 (hh)  “Stock
Appreciation Right” means any right granted under Section 6(b) of the
Plan.
  (ii)  “Subsidiary”
means a corporation or other entity constituting a “subsidiary corporation”
under Section 424(f) of the Code, or any successor provision.
 
 **Section
3.**  **Administration**
 
 (a)  *Power
and Authority of the Committee.* The Plan
shall be administered by the Committee. Subject to the express provisions of the
Plan and to applicable law, the Committee shall have full power and authority
to: (i) designate Eligible Persons to receive Awards; (ii) determine the type or
types of Awards to be granted to each Participant under the Plan; (iii)
determine the number of Shares to be covered by (or the method by which payments
or other rights are to be determined in connection with) each Award; (iv)
determine the terms and conditions of any Award or Award Agreement, including
time-based restrictions and performance-based restrictions; (v) establish the
Performance Measures for achievement of Performance Goals with respect to
Performance Awards; (vi) amend the terms and conditions of any Award or Award
Agreement and accelerate the exercisability of any option or waive any
restrictions relating to any Award; provided that no action under his Section
3(a)(vi) shall be taken with respect to an Award if such action would cause such
Award to be subject to Section 409A of the Code; (vii) determine whether, to
what extent and under what circumstances Awards may be exercised in cash,
Shares, recourse promissory notes (provided, however, that the par value of any
Shares to be issued pursuant to such exercise shall be paid in the form of cash,
services rendered, personal property, real property or a combination thereof and
the acceptance of such promissory notes does not conflict with Section 402 of
the Sarbanes-Oxley Act of 2002) other securities, other Awards or other
property, or canceled, forfeited or suspended; (viii) construe and interpret the
Plan and any instrument or agreement, including an Award Agreement, relating to
the Plan; (ix) establish, amend, suspend or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the proper administration
of the Plan; and (x) make any other determination and take any other action that
the Committee deems necessary or desirable for the administration of the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect to the
Plan or any Award shall be within the sole discretion of the Committee, may be
made at any time and shall be final, conclusive and binding upon any Eligible
Person and any holder or beneficiary of any Award.
  (b)  *Power
and Authority of the Board.* Notwithstanding anything to the contrary contained herein, the Board may, at any
time and from time to time, without any further action of the Committee,
exercise the powers and duties of the Committee under the Plan.
  **Section
4.**  **Shares
Available for Awards**
 
 (a)  *Shares
Available* . Subject
to adjustment as provided in Section 4(c) of the Plan, the maximum aggregate
number of Shares available for issuance under the Plan shall be
 
 
 4
 
 750,000.
Shares to be issued under the Plan may be either authorized but unissued Shares
or Shares reacquired and held in treasury. Notwithstanding the foregoing, the
number of Shares available for granting Incentive Stock Options under the Plan
shall not exceed 150,000, subject to adjustment as provided in Section 4(c) of
the Plan and subject to the provisions of Sections 422 and 424 of the Code or
any successor provision.
 (b)  *Adjustments.* In the
event that the Committee shall determine that any dividend or other distribution
(whether in the form of cash, Shares, other securities or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase or exchange of Shares
or other securities of the Company, issuance of warrants or other rights to
purchase Shares or other securities of the Company or other similar corporate
transaction or event affects the Shares such that an adjustment is determined by
the Committee to be appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any or
all of (i) the number and type of Shares (or other securities or other property)
that thereafter may be made the subject of Awards, (ii) the number and type of
Shares (or other securities or other property) subject to outstanding Awards and
(iii) the purchase price or exercise price with respect to any Award; provided,
however, that the number of Shares covered by any Award or to which such Award
relates shall always be a whole number and any adjustment made hereunder shall
comply with Treasury Regulation Section 1.424-1.
  Notwithstanding
the above, in the event (i) of any reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase or exchange of Shares or other
securities of the Company or any other similar corporate transaction or event or
(ii) the Company shall enter into a written agreement to undergo such a
transaction or event, the Committee may, in its sole discretion, cancel any or
all outstanding Awards and pay to the holders of any such Awards that are
otherwise vested, in cash, the value of such Awards based upon the price per
share of capital stock received or to be received by other stockholders of the
Company in such event.
   5
  **Section
5.**  **Eligibility**
 
 Any
Eligible Person shall be eligible to be designated a Participant. In determining
which Eligible Persons shall receive an Award and the terms of any Award, the
Committee may take into account the nature of the services rendered by the
respective Eligible Persons, their present and potential contributions to the
success of the Company or such other factors as the Committee, in its
discretion, shall deem relevant. Notwithstanding the foregoing, an Incentive
Stock option may only be granted to full-time or part-time employees (which term
as used herein includes, without limitation, officers and directors who are also
employees), and an Incentive Stock option shall not be granted to an employee of
an Affiliate unless such Affiliate is also a Subsidiary.
 
 **Section
6.**  **Awards**
 
 (a)  *Options.* The
Committee is hereby authorized to grant Options to Eligible Persons with the
following terms and conditions and with such additional terms and conditions not
inconsistent with the provisions of the Plan as the Committee shall
determine:
  (i)  *Exercise
Price.* The
purchase price per Share purchasable under an option shall be determined by the
Committee; provided, however, that such purchase price shall not be less than
100% of the Fair Market Value of a Share on the date of grant of such
option.
  (ii)  *Option
Term.* The term
of each Option shall be fixed by the Committee at the time of grant, provided
that no options shall be exercisable after ten years from its Grant
Date.
  (iii)  *Time
and Method of Exercise.* The
Committee shall determine the time or times at which an option may be exercised
in whole or in part and the method or methods by which, and the form or forms
(including, without limitation, cash, Shares, recourse promissory notes
(provided, however, that the par value of any Shares to be issued pursuant to
such exercise shall be paid in the form of cash, services rendered, personal
property, real property or a combination thereof and the acceptance of such
promissory notes does not conflict with Section 402 of the Sarbanes-Oxley Act of
2002) other securities, other Awards or other property, or any combination
thereof, having a Fair Market Value on the exercise date equal to the applicable
exercise price) in which, payment of the exercise price with respect thereto may
be made or deemed to have been made.
  (iv)  *Incentive
Stock Options.* Notwithstanding anything in the Plan to the contrary, the following additional
provisions shall apply to the grant of stock options which are intended to
qualify as Incentive Stock Options:
  (A)  The
Committee will not grant Incentive Stock Options in which the aggregate Fair
Market Value (determined as of the time the option is granted)
   6
  of the
Shares with respect to which Incentive Stock Options are exercisable for the
first time by any Participant during any calendar year (under this Plan and all
other plans of the Company and its Affiliates) shall exceed
$100,000.
 
 (B)  All
Incentive Stock Options must be granted within ten years from the earlier of the
date on which the Original was approved by the stockholders of the
Company.
  (C)  Unless
sooner exercised, all Incentive Stock options shall expire and no longer be
exercisable no later than ten years after the date of grant; provided, however,
that in the case of a grant of an Incentive Stock Option to a Participant who,
at the time such Option is granted, owns (within the meaning of Section 422 of
the Code) stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company or of its Affiliate, such Incentive Stock
Option shall expire and no longer be exercisable no later than five years from
the date of grant.
  (D)  The
purchase price per Share for an Incentive Stock Option shall be not less than
100% of the Fair Market Value of a Share on the date of grant of the Incentive
Stock Option; provided, however, that, in the case of the grant of an Incentive
Stock Option to a Participant who, at the time such option is granted, owns
(within the meaning of Section 422 of the Code) stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company or of
its Affiliate, the purchase price per Share purchasable under an Incentive Stock
Option shall be not less than 110% of the Fair Market Value of a Share on the
date of grant of the Incentive Stock Option.
  (E)  Any
Incentive Stock Option authorized under the Plan shall contain such other
provisions as the Committee shall deem advisable, but shall in all events be
consistent with and contain all provisions required in order to qualify the
Option as an Incentive Stock Option.
  (b)  *Stock
Appreciation Rights.* The
Committee is hereby authorized to grant Stock Appreciation Rights to Eligible
Persons subject to the terms of the Plan. Each Stock Appreciation Right granted
under the Plan shall confer on the holder upon exercise the right to receive, as
determined by the Committee, a number of Shares equal to the excess of (i) the
Fair Market Value of one Share on the date of exercise over (ii) the grant price
of the Stock Appreciation Right as determined by the Committee, which grant
price shall not be less than 100% of the Fair Market Value of one Share on the
date of grant of the Stock Appreciation Right. Subject to the terms of the Plan,
the grant price, term, methods of exercise, dates of exercise, methods of
settlement and any other terms and conditions (including conditions or
restrictions on the exercise thereof) of any Stock Appreciation Right shall be
as determined by the Committee.
   7
  (c)  *Restricted
Stock / Restricted Stock Units.* The
Committee is hereby authorized to grant Restricted Stock and Restricted Stock
Units to Eligible Persons with the following terms and conditions and with such
additional terms and conditions not inconsistent with the provisions of the Plan
as the Committee shall determine:
  (i)  *Restrictions.* The
Committee shall impose such terms, conditions and/or restrictions on any
Restricted Stock or Restricted Stock Units granted pursuant to the Plan as it
may deem advisable including, without limitation: a requirement that
Participants pay a stipulated purchase price for each Restricted Stock or each
Restricted Stock Unit; restrictions based upon the achievement of specific
Performance Goals (Company-wide, divisional, and/or individual); time-based
restrictions on vesting; and/or restrictions under applicable Federal or state
securities laws. Unless otherwise determined by the Committee at the time of
grant, any time-based restriction period shall be for a minimum of three years.
To the extent the Restricted Stock or Restricted Stock Units are intended to be
deductible under Code Section 162(m), the applicable restrictions shall be based
on the achievement of Performance Goals over a Performance Period, as described
in Section 6(d) below.
  (ii)  *Payment
of Units* .
Restricted Stock Units that become payable in accordance with their terms and
conditions shall be settled in cash, Shares of Common Stock, or a combination of
cash and Common Stock, as determined by the Committee, and each Restricted Stock
Unit shall be paid no later than two and one-half months after the tax year in
which the Restricted Stock Unit vests.
  (iii)  *No
Disposition During Restriction Period.* During
the Restriction Period, Restricted Stock may not be sold, assigned, transferred
or otherwise disposed of, or mortgaged, pledged or otherwise encumbered. In
order to enforce the limitations imposed upon the Restricted Stock, the
Committee may (A) cause a legend or legends to be placed on any certificates
relating to such Restricted Stock, and/or (B) issue “stop transfer”
instructions, as it deems necessary or appropriate.
  (iv)  *Dividend
and Voting Rights.* Unless
otherwise determined by the Committee, during the Restriction Period,
Participants who hold Restricted Stock shall have the right to vote such
Restricted Stock as the record owner thereof. Unless otherwise determined by the
Committee, any dividends payable to a Participant during the Restriction Period
shall be distributed to the Participant only if and when the restrictions
imposed on the applicable Restricted Stock or Restricted Stock Units
lapse.
  (v)  *Stock
Certificates.* Each
certificate issued for Restricted Stock shall be registered in the name of the
Participant and deposited with the Company or its designee. At the end of the
Restriction Period, a certificate representing the number of Shares to which the
Participant is then entitled shall be delivered to the Participant free and
clear of the restrictions. No certificate shall be issued with respect to a
Restricted Stock Unit unless and until such unit is paid in Shares.
 
 
 8
  (d)  *Performance
Awards.* Subject
to the provisions of the Plan, Performance Awards may be granted either alone or
in addition to other Awards made under the Plan.
  (i)  *Grants.* Subject
to the provisions of the Plan, Performance Awards consisting of Performance
Shares or Performance Units may be granted to Eligible Participants. Performance
Awards may be granted either alone or in addition to other Awards made under the
Plan.
  (ii)  *Performance
Goals.* Unless
otherwise determined by the Committee, Performance Awards shall be conditioned
on the achievement of Performance Goals (which shall be based on one or more
Performance Measures, as determined by the Committee) over a Performance Period.
The Performance Period shall be one year, unless otherwise determined by the
Committee.
  (iii)  *Performance
Measures.* The
Performance Measure(s) to be used for purposes of Performance Awards may be
described in terms of objectives that are related to the individual Participant
or objectives that are Company-wide or related to a subsidiary, division,
department, region, function or business unit of the Company in which the
Participant is employed, and may consist of one or more or any combination of
the following criteria: stock price, market share, sales revenue, cash flow,
sales volume, earnings per share, return on equity, return on assets, return on
sales, return on invested capital, economic value added, net earnings, total
stockholder return, gross margin, and/or costs. The Performance Goals based on
these Performance Measures may be made relative to the performance of other
corporations.
  (iv)  *Negative
Discretion.* Notwithstanding the achievement of any Performance Goal established under this
Plan, the Committee has the discretion, by Participant, to reduce some or all of
a Performance Award that would otherwise be paid.
  (v)  *Extraordinary
Events.* At, or
at any time after, the time an Award is granted, and to the extent permitted
under Code Section 162(m) and the regulations thereunder without adversely
affecting the treatment of the Award under the Performance Based Exception, the
Committee may provide for the manner in which performance will be measured
against the Performance Goals (or may adjust the Performance Goals) to reflect
the impact of specific corporate transactions, accounting or tax law changes and
other extraordinary and nonrecurring events.
  (vi)  *Interpretation.* With
respect to any Award that is intended to satisfy the conditions for the
Performance Based Exception under Code Section 162(m): (A) the Committee shall
interpret the Plan and this Section 6(d) in light of Code Section 162(m) and the
regulations thereunder; (B) the Committee shall have no discretion to amend the
Award in any way that would adversely affect the treatment of the Award under
Code Section 162(m) and the regulations thereunder; and (C) such Award shall not
be paid until the Committee shall first have certified that the Performance
Goals have been achieved.
 
 
 9
  (vii)  *Payments* . Each
Performance Award shall be paid no later than two and one-half months after the
tax year in which the Performance Award vests.
  (e)  *Other
Stock-Based Awards* . The
Committee is hereby authorized to grant to Eligible Persons, subject to the
terms of the Plan, such other Awards that are denominated or payable in, valued
in whole or in part by reference to, or otherwise based on or related to, Shares
(included, without limitation, securities convertible into Shares), as are
deemed by the Committee to be consistent with the purpose of the Plan. Shares or
other securities delivered pursuant to a purchase right granted under this
Section 6(e) shall be purchased for such consideration, which may be paid by
such method or methods and in such form or forms (including, without limitation,
cash, Shares, recourse promissory notes (provided, however, that the par value
of any Shares to be issued pursuant to such exercise shall be paid in the form
of cash, services rendered, personal property, real property or a combination
thereof and the acceptance of such promissory notes does not conflict with
Section 402 of the Sarbanes-Oxley Act of 2002), other securities, other Awards
or other property, or any combination thereof) as are deemed by the Committee to
be consistent with the purpose of the Plan. The Company shall pay each such
Award no later than two and one-half months after the tax year in which the
Award vests.
  (f)  *Cash-Bonus
Awards.* The
Committee is hereby authorized to grant to Eligible Persons, subject to the
terms of the Plan, Cash-Bonus Awards that provide participants with the
opportunity to earn a cash payment based upon the achievement of one or more
Performance Goals for a period of time of one or more years (the “Award Cycle”),
as determined by the Committee. For each Award Cycle, the Committee shall
determine the relevant Performance Measurements, the Performance Goal for each
Performance Measurement, the level or levels of achievement necessary for Awards
to be paid, the weighting of the Performance Goals if more than one Performance
Goal is applicable, and the size of the Awards. The Company shall pay each
Cash-Bonus Award no later than two and one-half months after the tax year in
which such Cash-Bonus Award vests.
  (g)  *General.*
  (i)  *Consideration
for Awards.* Awards
may be granted for no cash consideration or for any cash or other consideration
as determined by the Committee, consistent with the Plan and in compliance with
applicable law.
  (ii)  *Awards
Shall Only Be Granted Separately.* Awards
shall be granted separately and shall not be granted in addition to or in tandem
with any other Award or any award granted under any plan of the Company or any
Subsidiary.
  (iii)  *Forms
of Payment under Awards.* Subject
to the terms of the Plan and the requirements of applicable law, payments or
transfers to be made by the Company or an Affiliate upon the grant, exercise or
payment of an Award may be made in such form or forms as the Committee shall
determine including, without limitation, cash (other than Stock Appreciation
Rights, which will be settled in Shares), Shares, recourse promissory
 
 
 10
 
 notes
(provided, however, that the acceptance of such promissory notes does not
conflict with Section 402 of the Sarbanes-Oxley Act of 2002), other securities,
other Awards or other property or any combination thereof, and may be made on
any schedule of payments or transfers, so long as all such payments and
transfers occur no later than two and one-half months after the tax year in
which the initial payment or transfer obligation vests, in each case in
accordance with rules and procedures established by the Committee.
 (iv)  *Limits
on Transfer of Awards.* No Award
and no right under any such Award shall be transferable by a Participant
otherwise than by will or by the laws of descent and distribution and the
Company shall not be required to recognize any attempted assignment of such
rights by any Participant; provided, however, that, if so determined by the
Committee, a Participant may, in the manner established by the Committee,
designate a beneficiary or beneficiaries to exercise the rights of the
Participant and receive any property distributable with respect to any Award
upon the death of the Participant; provided, further, that, if so determined by
the Committee, a Participant may transfer a Non-Qualified Stock Option to any
“Family Member” (as such term is defined in the General Instructions to Form S-8
or successor to such Instructions or such Form) at any time that such
Participant holds such Option, provided that the Participant may not receive any
consideration for such transfer, the Family Member may not make any subsequent
transfers other than by will or by the laws of descent and distribution and the
Company receives written notice of such transfer; provided, further, that, if so
determined by the Committee and except in the case of an Incentive Stock Option,
Awards may be transferable as determined by the Committee. Except as otherwise
determined by the Committee, each Award (other than an Incentive Stock Option)
or right under any such Award shall be exercisable during the Participant’s
lifetime only by the Participant or, if permissible under applicable law, by the
Participant’s guardian or legal representative. Except as otherwise determined
by the Committee, no Award (other than an Incentive Stock Option) or right under
any such Award may be pledged, alienated, attached or otherwise encumbered, and
any purported pledge, alienation, attachment or other encumbrance thereof shall
be void and unenforceable against the Company or any Affiliate.
  (v)  *Term
of Awards.* Subject
to Section 6(a)(iv)(C) of the Plan, the term of each Award shall be for such
period as may be determined by the Committee; provided, however, no Award shall
have a term greater than ten years from the date of the Award.
  (vi)  *Restrictions;
Securities Exchange Listing.* All
Shares or other securities delivered under the Plan pursuant to any Award or the
exercise thereof shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan, applicable
federal or state securities laws and regulatory requirements, and the Committee
may direct appropriate stop transfer orders and cause other legends to be placed
on the certificates for such Shares or other securities to reflect such
restrictions. If the Shares or other securities are traded on a securities
exchange, the Company shall not be required to deliver any Shares or other
securities covered by an
 
 
 11
 
 Award
unless and until such Shares or other securities have been admitted for trading
on such securities exchange.
  *(vii)*  Except as
provided in Section 4(c) hereof, no option or Stock Appreciation Right may be
amended to reduce its initial exercise price and no Option shall be canceled and
replaced with options or Stock Appreciation Rights having a lower exercise
price, without the approval of the stockholders of the Company or unless there
would be no material adverse effect on the Company’s financial statements as
prepared in accordance with Generally Accepted Accounting
Principles.
  (h)  *Award
Limitations.* The
maximum amount of Shares issuable in connection with Awards that may be made in
any calendar year shall not exceed 250,000, subject to adjustment as provided in
Section 4(c) of the Plan; provided, however, that with respect to any calendar
year following calendar year 2004, such maximum amount of Shares shall be
increased to the extent that Awards covering less than 250,000 Shares are made
in a prior calendar year so that such unused Awards may be carried forward to
subsequent calendar years.
  The
maximum number of Options and Stock Appreciation Rights that may be granted or
issued under the Plan in any calendar year to any Participant during a single
calendar year is 150,000 Shares (subject to adjustment as provided for in
Section 4(c) of the Plan and this subsection (h)). The maximum amount of Awards
other than Options and Stock Appreciation Rights that may be made in any
calendar year to any Participant shall not exceed $2,000,000 or 150,000 Shares.
The maximum amount of Awards that may be made to a Participant for a Performance
Period greater than one year shall not exceed the foregoing annual maximum
multiplied by the number of full years in the Performance Period. The foregoing
annual limitation specifically includes the grant of any Award or Awards
representing "qualified performance-based compensation" within the meaning of
Section 162(m) of the Code.
  **Section
7.**  **Amendment
and Termination; Adjustments**
 
 (a)  *Amendments
to the Plan.* The
Board may amend, alter, suspend, discontinue or terminate the Plan at any time;
provided, however, that, notwithstanding any other provision of the Plan or any
Award Agreement, without the approval of the stockholders of the Company, no
such amendment, alteration, suspension, discontinuation or termination shall be
made that, absent such approval:
  (i)  violates
the rules or regulations of the New York Stock Exchange or any other securities
exchange that are applicable to the Company;
  (ii)  causes
the Company to be unable, under the Code, to grant Incentive Stock Options under
the Plan;
  (iii)  increases
the number of shares authorized under the Plan as specified in Section 4(a) of
the Plan;
 
 
 12
  (iv)  permits
the award of Options or Stock Appreciation Rights at a price less than 100% of
the Fair Market Value of a Share on the date of grant of such option or Stock
Appreciation Right, as prohibited by Sections 6(a)(i) and 6(b)(ii) of the Plan
or the repricing of options or Stock Appreciation Rights, as prohibited by
Section 6(g)(vii) of the Plan; or
  (v)  would
prevent the grant of Options or Stock Appreciation Rights that would qualify
under Section 162(m) of the Code.
  (b)  *Amendments
to Awards.* The
Committee may waive any conditions of or rights of the Company under any
outstanding Award, prospectively or retroactively. Except as otherwise provided
herein or in an Award Agreement, the Committee may not amend, alter, suspend,
discontinue or terminate any outstanding Award, prospectively or retroactively,
if such action would adversely affect the rights of the holder of such Award,
without the consent of the Participant or holder or beneficiary thereof. Except
as provided in Section 4(c) of the Plan, in no event may the Board reprice any
award without first obtaining the approval of the stockholders of the
Company.
  (c)  *Correction
of Defects, Omissions and Inconsistencies.* The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem desirable to carry the Plan into effect.
 
 **Section
8.**  **Income
Tax Withholding**
 
 In order
to comply with all applicable federal, state or local income tax laws or
regulations, the Company may take such action as it deems appropriate to ensure
that all applicable federal, state or local payroll, withholding, income or
other taxes, which are the sole and absolute responsibility of a Participant,
are withheld or collected from such Participant. In order to assist a
Participant in paying all or a portion of the federal, state and local taxes to
be withheld or collected upon exercise or receipt of (or the lapse of
restrictions relating to) an Award, the Committee, in its discretion and subject
to such additional terms and conditions as it may adopt, may permit the
Participant to satisfy such tax obligation by (i) electing to have the Company
withhold a portion of the Shares otherwise to be delivered upon exercise or
receipt of (or the lapse of restrictions relating to) such Award with a Fair
Market Value equal to the amount of such taxes (but only to the extent of the
minimum amount required to be withheld under applicable laws or regulations) or
(ii) delivering to the Company Shares other than Shares issuable upon exercise
or receipt of (or the lapse of restrictions relating to) such Award with a Fair
Market Value equal to the amount of such taxes. The election, if any, must be
made on or before the date that the amount of tax to be withheld is
determined.
 
  13
 
 **Section
9.**  **Change
in Control**
 
 Upon a
Change in Control, the following shall occur:
 
 (a)  *Options
and SARs.* Effective on the date of such Change in Control, all outstanding and unvested
Options and Stock Appreciation Rights granted under the Plan shall immediately
vest and, in the case of Options, become exercisable, and all Options then
outstanding under the Plan shall remain outstanding in accordance with their
terms. Notwithstanding anything to the contrary contained therein, in the event
that any Option or Stock Appreciation Right granted under the Plan becomes
unexercisable during its term on or after a Change in Control because: (i) the
individual who holds such Option or Stock Appreciation Right is involuntarily
terminated (other than for cause) within two (2) years after the Change in
Control; (ii) such Option or Stock Appreciation Right is terminated or adversely
modified; or (iii) in the case of Options, shares of Common Stock are no longer
issued and outstanding, or no longer traded on a national securities exchange,
then the holder of such Option or Stock Appreciation Right shall immediately be
entitled to receive a lump sum cash payment equal to (A) the gain on such Option
or Stock Appreciation Right or (B) only if greater than the gain and only with
respect to Non-Qualified Stock Options, the Black-Scholes value of such Option
(as determined by a nationally recognized independent investment banker chosen
by the Company), in either case calculated on the date such Option becomes
unexercisable. For purposes of the preceding sentence, the gain on an Option
shall be calculated as the difference between the closing price per share of
Common Stock as of the date such Option becomes unexercisable less the Option
Exercise Price.
  (b)  *Restricted
Stock/Restricted Stock Units.* Upon a
Change of Control, all Restricted Stock and Restricted Stock Units shall
immediately vest and be distributed to Participants, effective as of the date of
the Change of Control.
  (c)  *Performance
Awards.* Each
Performance Award granted under the Plan that is outstanding on the date of the
Change in Control shall immediately vest and the holder of such Performance
Award shall be entitled to a lump sum cash payment equal to the amount of such
Performance Award payable at the end of the Performance Period as if 100% of the
Performance Goals have been achieved.
 
 (d)  *Timing
of Payment.* Any
amount required to be paid pursuant to this Section 9 shall be paid as soon as
practical after the date such amount becomes payable.
  (e)  *Change
in Control* . As used
herein, the term “Change in Control,” with respect to the Company, means, and
shall be deemed to have occurred on the date upon which (i) the Board (or, if
approval of the Board is not required as a matter of law, the stockholders of
the Company) shall approve (A) any consolidation or merger of the Company in
which the Company is not the continuing or surviving corporation or pursuant to
which shares of Common Stock would be converted into cash, securities or other
property, other than a merger of the Company in which the holders of Common
Stock immediately prior to the merger have the same proportionate ownership of
common stock of the surviving corporation immediately after the merger, or (B)
 
 
 14
 
 any sale,
lease, exchange, or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the assets of the Company, or (C)
the adoption of any plan or proposal for the liquidation or dissolution of the
Company, or (ii) any person (as such term is defined in Section 13(d)(3) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), corporation, or other entity shall purchase any Common Stock of the
Company (or securities convertible into the Common Stock) for cash, securities
or any other consideration pursuant to a tender offer or exchange offer, without
the prior consent of the Board, or any such person, corporation or other entity
(other than the Company or any benefit plan sponsored by the Company or any
subsidiary) shall become the “beneficial owner” (as such term is defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 35 percent or more of the combined voting power of the then
outstanding securities of the Company ordinarily (and apart from rights accruing
under special circumstances) having the right to vote in the election of
directors (calculated as provided in paragraph (d) of such Rule 13d-3 in the
case of rights to acquire the Company’s securities), or (iii) during any period
of two consecutive years, individuals who at the beginning of such period
constitute the entire Board shall cease for any reason to constitute a majority
thereof unless the election, or the nomination for election by the Company’s
stockholders, of each new director was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of the
period. With respect to any Award or portions thereof that are deemed, at the
time of grant or at any time thereafter, by the Committee to be subject to
Section 409A of the Code, an event shall only be deemed to be a “Change of
Control” under this Plan if such event is also an event described by Section
409A(a)(2)(A)(v) of the Code as supplemented by Q&A 12,13 and 14 of Notice
2005-1 issued by the Treasury Department and the Internal Revenue
Service.
 **Section
10.**  **General
Provisions**
 
 (a)  *No
Rights to Awards.* No
Eligible Person or other Person shall have any claim to be granted any Award
under the Plan, and there is no obligation for uniformity of treatment of
Eligible Persons or holders or beneficiaries of Awards under the Plan. The terms
and conditions of Awards need not be the same with respect to any Participant or
with respect to different Participants.
  (b)  *Award
Agreements.* No
Participant will have rights under an Award granted to such Participant unless
and until an Award Agreement shall have been duly executed on behalf of the
Company and, if requested by the Company, signed by the
Participant.
  (c)  *Plan
Provisions Control.* In the
event that any provision of an Award Agreement conflicts with or is inconsistent
in any respect with the terms of the Plan as set forth herein or subsequently
amended, the terms of the Plan shall control.
  (d)  *No
Rights of Stockholders.* Except
with respect to Shares of Restricted Stock as to which the Participant has been
granted the right to vote, neither a Participant nor the Participant’s legal
representative shall be, or have any of the rights and privileges of, a
stockholder of the Company with respect to any Shares issuable to such
Participant upon the
 
 
 15
 
 exercise
or payment of any Award, in whole or in part, unless and until such Shares have
been issued in the name of such Participant or such Participant’s legal
representative without restrictions thereto.
  (e)  *No
Limit on Other Compensation Arrangements.* Nothing
contained in the Plan shall prevent the Company or any Affiliate from adopting
or continuing in effect other or additional compensation arrangements, and such
arrangements may be either generally applicable or applicable only in specific
cases.
  (f)  *No
Right to Employment.* The
grant of an Award shall not be construed as giving a Participant the right to be
retained in the employ, nor will it affect in any way the right of the Company
or an Affiliate to terminate such employment at any time, with or without cause.
In addition, the Company or an Affiliate may at any time dismiss a Participant
from employment free from any liability or any claim under the Plan or any
Award, unless otherwise expressly provided in the Plan or in any Award
Agreement. Nothing in this Plan shall confer on any person any legal or
equitable right against the Company or any Affiliate, directly or indirectly, or
give rise to any cause of action at law or in equity against the Company or an
Affiliate. The Awards granted hereunder shall not form any part of the wages or
salary of any Eligible Person for purposes of severance pay or termination
indemnities, irrespective of the reason for termination of employment. Under no
circumstances shall any person ceasing to be an employee of the Company or any
Affiliate be entitled to any compensation for any loss of any right or benefit
under the Plan which such employee might otherwise have enjoyed but for
termination of employment, whether such compensation is claimed by way of
damages for wrongful or unfair dismissal, breach of contract or otherwise. By
participating in the Plan, each Participant shall be deemed to have accepted all
the conditions of the Plan and the terms and conditions of any rules and
regulations adopted by the Committee and shall be fully bound
thereby.
  (g)  *Governing
Law.* The
validity, construction, and effect of the Plan or any Award, and any rules and
regulations relating to the Plan or any Award, shall be determined in accordance
with the internal laws, and not the law of conflicts, of the State of
Missouri.
  (h)  *Severability.* If any
provision of the Plan or any Award is or becomes or is deemed to be invalid,
illegal or unenforceable in any jurisdiction or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to applicable laws, or if it cannot be so
construed or deemed amended without, in the determination of the Committee,
materially altering the purpose or intent of the Plan or the Award, such
provision shall be stricken as to such jurisdiction or Award, and the remainder
of the Plan or any such Award shall remain in full force and
effect.
  (i)  *No
Trust or Fund Created.* Neither
the Plan nor any Award shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Company or any
Affiliate and an Eligible Person or any other Person. To the extent that any
Person acquires a right to receive payments from the Company or any Affiliate
pursuant to an
 
 
 16
 
 Award,
such right shall be no greater than the right of any unsecured general creditor
of the Company or any Affiliate.
  (j)  *Other
Benefits.* No
compensation or benefit awarded to or realized by any Participant under the Plan
shall be included for the purpose of computing such Participant’s compensation
under any compensation-based retirement, disability, or similar plan of the
Company unless required by law or otherwise provided by such other
plan.
  (k)  *No
Fractional Shares.* No
fractional Shares shall be issued or delivered pursuant to the Plan or any
Award, and the Committee shall determine whether cash shall be paid in lieu of
any fractional Shares or whether such fractional Shares or any rights thereto
shall be canceled, terminated or otherwise eliminated.
  (l)  *Headings.* Headings
are given to the Sections and subsections of the Plan solely as a convenience to
facilitate reference. Such headings shall not be deemed in any way material or
relevant to the construction-or interpretation of the Plan or any provision
thereof.
  (m)  *Section
16 Compliance; Section 162 (m) Administration.* The Plan
is intended to comply in all respects with Rule 16b-3 or any successor
provision, as in effect from time to time, and in all events the Plan shall be
construed in accordance with the requirements of Rule 16b-3. If any Plan
provision does not comply with Rule 16b-3 as hereafter amended or interpreted,
the provision shall be deemed inoperative. The Board of Directors, in its
absolute discretion, may bifurcate the Plan so as to restrict, limit or
condition the use of any provision of the Plan with respect to persons who are
officers or directors subject to Section 16 of the Exchange Act without so
restricting, limiting or conditioning the Plan with respect to other Eligible
Persons. With respect to Options and Stock Appreciation Rights, the Company
intends to have the Plan administered in accordance with the requirements for
the award of “qualified performance-based compensation” within the meaning of
Section 162(m) of the Code.
  (n)  *Conditions
Precedent to Issuance of Shares.* Shares
shall not be issued pursuant to the exercise or payment of the purchase price
relating to an Award unless such exercise or payment and the issuance and
delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act, the
Exchange Act, the rules and regulations promulgated thereunder, the requirements
of any applicable Stock Exchange and the Delaware General Corporation Law. As a
condition to the exercise or payment of the purchase price relating to such
Award, the Company may require that the person exercising or paying the purchase
price represent and warrant that the Shares are being purchased only for
investment and without any present intention to sell or distribute such shares
if, in the opinion of counsel for the Company, such a representation and
warranty is required by law.
  (o)  *Nonexclusivity
of the Plan.* Neither
the submission of the Plan, the approval of the Plan by the stockholders of the
Plan nor the failure of such stockholders to approve the Plan shall in any way
limit the power of the Board to adopt such other incentive arrangements deemed
desirable by it, including without limitation, the awarding of cash bonuses,
subject to
 
 
 17
 
 any
stockholder approval as may be required by law, regulatory rules or the New York
Stock Exchange rules.
  **Section
12.**  **Effective
Date of the Plan**
 
 The Plan
shall be deemed to be effective upon the adoption by the Board of the Original
Plan, which occurred on February 11, 2004.
 
 **Section
13.**  **Term
of the Plan**
 
 No Award
shall be granted under the Plan after the tenth anniversary of the adoption of
the Original Plan or any earlier date of discontinuation or termination
established pursuant to Section 7(a) of the Plan. However, unless otherwise
expressly provided in the Plan or in an applicable Award Agreement, any Award
theretofore granted may extend beyond such date, and the authority of the
Committee provided for hereunder with respect to the Plan and any Awards, and
the authority of the Board to amend the Plan, shall extend beyond the
termination of the Plan.
 
 
 18